A Special Kind of Friend
by KaizerKaiju2014
Summary: Fluttershy confesses her feelings for Rarity. P.S. Anthro ponies. P.S.S. British Rarity. WARNING! LOT'S OF LEMON! LOT'S OF SEX! YE BE WARNED! DON'T SAY I DIDN'T WARN YOU!


Chapter 1:

The Gift

I walked down my favorite little sidewalk in Ponyville. The morning sun was a little above the hills. I was surprised. It was a little hot for the morning. It was at least seventy degrees out. Though, the breeze kept me cool enough to keep me from sweating. The last thing I want is my beautiful hair from getting wet. I was happy, though I didn't really want to talk to anybody. I don't know, I was just in that kind of mood.

Then, wouldn't you know it, the person who talks non-stop: Pinkie Pie. "Hey, Rarity! Fancy meeting you here! Ha! Fancy! Get it? You're so fancy looking all the time! Of course, I don't know why it would be fancy meeting you here! You walk down this sidewalk every day! I'm surprised that I didn't think to see you here!" I tried to politely walk away, but she followed me on and on. And on she went, constantly changing random subjects. On and on and on and on! She followed me into the Hayway, into the mall, into the J.C. Pony's, and even into the bathroom. She sat in the stall next to me and kept talking! Though, it was nice that she carried my many bags while I strolled along, only lifting a finger to buy things. But she was still talking!

Finally, I was sick of it. I pointed outside. "Look, Pinkie! Something shiny!" "Oh! Where?!" Pinkie dove out of the mall and searched for the invisible object. I sashed away, hoping she wouldn't give up her search and follow me yet again. I headed for home.

I unlocked the door and hurried inside. I looked out the window. I could still see Pinkie hurrying up and down the sidewalk, looking for her shiny. She was so well known that nobody even took notice of her antics anymore. The thought made me chuckle to myself.

I looked through my bags, looking for the one object I wanted so dearly, but could not find it. I shifted through the various shirts, dresses, shades, skirts, dolls, and trinkets, but it was nowhere to be found. I clutched the strings for the bags. I was so distracted by Pinkie Pie that I completely forgot about buying it! It was a diamond necklace that fit perfectly around my slender neck! And it was on sale, too! Now it was probably being manhandled by some stranger in their cheap plastic grocery bags! I put the back of my hand on my flawless forehead and swooned. "Oh, poor me! My one desire is now gone! Gone! My precious has gone away! Oh, dearest Rarity! Oh!" I felt tears form at my eyes.

"No… It will not slip out of my grasp!" I hunched over. "It's… mine! My own! My precious-s-s… I must… MUST haves it! My precious will be in my hands once again!" I flew out of my house, almost forgetting to close the door. I sprinted into the Kay's Jewelry Store. I looked in its old familiar place, but could not find it! I was heartbroken. My beautiful gem was gone! I peered over to the cash register to find somebody holding the necklace! It's not too late! I built up my confidence until I saw WHO was holding it. It was Fluttershy. It was that timid, cute little girl, who always looked at me funny. She grabbed her card from the woman at the counter. I didn't even know she had a card!

"Thank you, ma'am," she said quietly. She slowly walked out of the store. What could she need a five-and-a-half hundred dollar necklace for? She didn't even like jewelry! I jogged over to her. "Hello, dearest Fluttershy!" She jumped out of her skin… and dropped the necklace case! She caught it just before it hit the ground. She fumbled around with it until the top was back on. She seemed to be hiding it from me. I never even saw it!

"Oh… hi, R- Rarity… um… nice… day." I looked out the skylight.

"Yes, I suppose it is. That's a very nice necklace you're buying. What's it for?" I suppose that was a little less indirect than I planned. She blushed and looked down.

"Oh… you saw it?" She looked up to me shyly, obviously.

"Why, yes! I've had my eyes on it for a while now. You're a very lucky girl!" It was a true bluff. I had only noticed it that morning. Fluttershy started to cheer up.

"Oh… so… you like it? Here!" She offered the box to me.

"Fluttershy, dear, I couldn't!" (Though I wanted to.) "You paid the money for it! I couldn't possibly…!" Fluttershy shoved the box into my hands.

"I- I was going to give it to you anyway for your… um… birthday!" I stepped back a little.

"Fluttershy… my birthday is in January." It was August.

"Oh… it is? I didn't know…" I chuckled.

"Dear girl! You went to every party since I moved here!" Fluttershy blushed harder and stepped back.

"D… do I need an occasion? I mean… someone like you deserves a gift every day."

"I- I'm sorry? I didn't catch that."

"S- Someone like you deserves a gift every day." I still couldn't hear her.

"Remember what I taught you? Assertiveness, Fluttershy! Assertiveness!" I looked to the sky and puffed out my… rather large chest. I didn't even notice we were outside until now.

"S… someone like you deserves a gift every day!"

Like a bullet, it suddenly hit me. Her true meaning for wanting to give it to me.

"O- oh my, Fluttershy. I… didn't realize you felt that way." It suddenly made sense. The constant staring, the wanting to be around me, the enormous holiday gifts, and being the first to show me around the town when I moved here a few years ago. She… liked me!

"I- Is it creepy? I'm sorry! I'll leave you alone! Please keep the necklace, though! I had money saved up to spare and you…"

I hugged her. She immediately stopped talking. Now that I think about it, she is rather adorable. Her huge eyes, her soft voice, her tiny body, her flowing hair…

"R- Rarity? I can't breathe…" I realized I was squeezing her. She was but a year younger than me, but she was only at least two thirds my size.

"Oh… sorry." I let her go. "So did you want to come over some time?" I asked her.

"Um… okay… how about… if you don't mind… right… now?" My smile grew. "Of course! Let's go!"

I sat Fluttershy down while I got us some iced tea. I gave her the medium sized cup and she sipped some of it down.

"So… how long have you had feelings for me?" I asked as I set out the coasters.

"N- Not long… just… five… years…" That was how long I lived here. I chuckled. We stared at each other for a while.

"Fluttershy?"

"Y- Yes, Rarity?"

"May I try something?"

"I… I suppose…"

"Good… could you close your eyes?" Fluttershy complied.

"L- Like this?"

"Very good… don't open them. I have a little 'gift' for you too." I leaned in and gave her a small peck on the lips. She blushed furiously.

"C… Could I have another?"

"Hm, hm… of course…" I kissed her again, longer this time. Her lips were soft and she tasted like vanilla. I pulled back again and opened my eyes. Her hands were trembling.

"Fluttershy, are you all right?" She opened her eyes.

"I… you'll laugh."

"I give you my word, whatever it is, I shall not laugh."

"Alright… that was my… first kiss…"

"Is that it? That's nothing to laugh at, dear. Want to know a secret?"

"Hmm?"

I leaned in close to her ear. "That was my first kiss, too."

Fluttershy leaned away. "It was?" Actually, I had been kissed before, but that didn't count. It was a small peck on the lips. I barely felt it too.

"Of course it was! Would I lie to you?"

"Well, no…"

"See? Now stop being so nervous and have some fun!"

"Okay… I'll try…" I leaned in with my nose just barely touching hers.

"Could I try a little something else?"

"Alright…" Fluttershy closed her eyes again. I kissed her again. I snuck my tongue past my lips and felt hers. Her lips slowly opened and my tongue went into her mouth. She gave out a little squeal. It gave me goosebumps. I put my arm around her shoulder and deepened the kiss. I felt her shaky palm on the back of my head. Her hand lowered to the base of my neck. I felt her grab the zipper on the back of my shirt. My face got hot. She pulled away.

"D- Do you think I could try something, too? Rainbow Dash showed me this on the internet." I think I knew exactly what she meant. Thank you, Rainbow Dash.

She kissed me again and undid my shirt. I helped her pull it off, revealing my lavender bra. She looked at my large breasts. I knew that her instincts took over her feelings as she started to undo my bra. I lowered my arms, blocking her.

"You first," I said, seductively. Suddenly, my eyes widened. I glanced at the clock. 1:30. Whew! My sister wouldn't be out of school for another hour and a half! I looked back at Fluttershy, who was pulling her green sweater off, revealing her pink bra. I started to kiss her neck. I nipped at her neck, not holding back my tongue. She stared to moan. Her hand glided down my back. I undid her bra and stared at her, not-so-small breasts. Why does she hide them?! I can't understand why, as I flaunt mine all the time.

I started to suck on her left nipple, then the right. I glided my tongue all the way up her chest, up her neck, her chin, and finally to her mouth once more. She undid my bra strap, and pulled off my bra, flinging it across the room.

"Excited, are we?" She smiled deviously, yet nervously, a look I never thought I would see on her face. She started to suck my breasts. I threw my head back and moaned. No one lived that close to me, and we were the only ones home, so I could moan as loud as I damn well pleased! She brought her mouth up to mine. We kissed and licked each other furiously. I broke away.

"Shall we continue this in my room?" Fluttershy nodded.

We both stripped. I laid down on my bed and stretched, showing off my naked body. I signaled Fluttershy to me with my finger. Fluttershy quickly complied. She laid on top of me, kissing me down my body. Down to my neck, breasts, stomach, and finally my crotch. Whatever Dash showed her, she studied it hard, as she worked me like a pro. She flicked her tongue against my clit, and pushed two fingers in me at the same time. I was at the point of screaming, yet I didn't want to scare her.

"Oh, god! Oh, god! I… I'm cumming!" My back arched as the liquid flowed out of me. It went right into her mouth. She took it all and that made me hornier. Her wings were spread out hard. She came back up and continued to kiss me. I could taste myself on her tongue. I rolled over on top of her.

"My turn…"

I lowered my head and sucked on her breasts once again. I felt a hot sensation rush into my head. I glanced up to see that Fluttershy was sucking my horn. It made us both moan. It felt so good, but I wanted to taste her. Her wings started to curl as she began to orgasm. I brought the tip of her left wing to my face and nibbled it. She began to moan loudly. Obviously, her wings were sensitive.

I wanted her first time to be a great one. I pulled my head down and began to eat her out. She was already soaking wet, and that made me feel even more erotic. I nibbled her clit and put two fingers in her hole. With my other hand I felt up her rear. She was practically screaming. Well, Fluttershy screaming is more like a very high pitched squeal. She started to nibble her wing as I did. She arched her back and tensed up. I braced myself and stuck out my tongue as the sticky juices flooded into my mouth. I gulped it all down.

I lied down next to her and held her. She rested her head on my breast. We were breathing heavily and sweating. I had a bit of liquid on my lip, but I licked it away. We lied in silenced for a while.

"Rarity?"

"Hmm?"

"I… I think I… I- I… I… L- l- l- l…"

"I love you too, Fluttershy."

End.


End file.
